UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities and Exchange Act of 1934
(Amendment No. 2)
American Retirement Corporation
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
028913-10-1
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(CUSIP Number)
December 31, 2001
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Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
/ / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d)
CUSIP No. 028913-10-1 13G
1 NAME OF REPORTING PERSON
LB/HRC Bond Investors LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 262,500(1)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 262,500(1)
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,500(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
12 TYPE OF REPORTING PERSON
OO
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(1) This represents $6,300,000 worth of 5 3/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
CUSIP No. 028913-10-1 13G
1 NAME OF REPORTING PERSON
LB/HRC Bond Investors II LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 657,667(1)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 657,667(1)
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
657,667(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12 TYPE OF REPORTING PERSON
OO
---------------------
(1) This represents $15,784,000 worth of 5 3/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
CUSIP No. 028913-10-1 13G
1 NAME OF REPORTING PERSON
LB Bond Investors LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 262,500(1)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 262,500(1)
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,500(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
12 TYPE OF REPORTING PERSON
OO
---------------------
(1) This represents $6,300,000 worth of 5 3/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
CUSIP No. 028913-10-1 13G
1 NAME OF REPORTING PERSON
LB Bond Investors II LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 657,667(1)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 657,667(1)
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
657,667(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12 TYPE OF REPORTING PERSON
OO
---------------------
(1) This represents $15,784,000 worth of 5 3/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
CUSIP No. 028913-10-1 13G
1 NAME OF REPORTING PERSON
PAMI LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 920,167(1)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 920,167(1)
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,167(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12 TYPE OF REPORTING PERSON
OO
---------------------
(1) This represents $22,084,000 worth of 5 3/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
CUSIP No. 028913-10-1 13G
1 NAME OF REPORTING PERSON
Property Asset Management Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 920,167(1)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 920,167(1)
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,167(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12 TYPE OF REPORTING PERSON
CO
---------------------
(1) This represents $22,084,000 worth of 5 3/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
CUSIP No. 028913-10-1 13G
1 NAME OF REPORTING PERSON
Lehman ALI Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 920,167(1)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 920,167(1)
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,167(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12 TYPE OF REPORTING PERSON
CO
---------------------
(1) This represents $22,084,000 worth of 5 3/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
CUSIP No. 028913-10-1 13G
1 NAME OF REPORTING PERSON
Lehman Brothers Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 920,167(1)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 920,167(1)
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,167(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12 TYPE OF REPORTING PERSON
CO
---------------------
(1) This represents $22,084,000 worth of 5 3/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
Background
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This statement on Schedule 13G/A amends the statement on Schedule 13G filed
by the reporting persons on January 22, 2001 (the "Original 13G") and the
amended Schedule 13G filed by the reporting persons on February 8, 2002
(the "13G/A No. 1").
During 2000, (i) LB/HRC Bond Investors LLC, a joint venture between HRC
Bond Investors LLC (an Oregon limited liability company) ("HRC Bond
Investors LLC") and LB Bond Investors LLC, and (ii) LB/HRC Bond Investors
II LLC, a joint venture between HRC Bond Investors LLC and LB Bond
Investors II LLC, purchased convertible subordinated debentures of the
issuer, American Retirement Corporation (the "ACR Bonds").
The Filing Persons disclaim the existence of a group pursuant to Rule 13d-5
with HRC Bond Investors LLC, and any or all of its members: Daniel R. Baty,
William E. Colson, Norman L. Brenden, Patrick F. Kennedy, Thilo D. Best and
Holiday Retirement Corp., an Oregon corporation (collectively, with HRC
Bond Investors LLC, the "HRC Investors").
On January 11, 2001 Holiday Retirement Corp. purchased shares of Common
Stock of the Issuer that would, if the HRC Investors and the Filing Persons
were deemed to be a group, result in the deemed beneficial ownership by
such group of more than 5% of the Common Stock of the Issuer.
On January 30, 2001, LB/HRC Bond Investors II LLC purchased an additional
$2,660,000 of 5 3/4% convertible subordinated debentures due 2002 with a
conversion price of $24.00 per share, convertible into 110,833 shares of
the Issuer's Common Stock.
During 2001, Lehman Brothers Inc. sold all the 5 3/4% convertible
subordinated debentures due 2002 of which it reported beneficial ownership
on the Original 13G. As a result, the Filing Persons have determined that
Lehman Brothers Inc., a Filing Person with respect to the Original 13G is
no longer a beneficial owner of securities of the Issuer and is not, and
would not be deemed to be, a member of the group identified in the Original
13G pursuant to Rule 13d-5.
The information in this filing with respect to the HRC Investors is, to the
best of the Filing Persons' knowledge, accurate as of December 31, 2001. On
January 23, 2001, the HRC Investors filed a Schedule 13G with respect to
their ownership of securities of the Issuer and reference is made to the
more detailed information contained therein, and in any amendments to such
Schedules that may be filed in the future.
Item 1.
(a) NAME OF ISSUER: American Retirement Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
111 Westwood Place, Suite 200
Brentwood, TN 37027
Item 2.
(a, b, c) NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF
PERSONS FILING (the "Filing Persons"):
The principal place of business of all of the filing persons is:
c/o Lehman Brothers Holdings Inc., 399 Park Avenue, New York, NY
10022:
(i) LB/HRC Bond Investors LLC, a Delaware limited liability
company.
(ii) LB/HRC Bond Investors II LLC, a Delaware limited liability
company.
(iii) LB Bond Investors I LLC, a Delaware limited liability
company.
(iv) LB Bond Investors II LLC, a Delaware limited liability
company.
(v) PAMI LLC, a Delaware limited liability company.
(vi) Property Asset Management Inc., a Delaware corporation.
(vii) Lehman ALI Inc., a Delaware corporation.
(viii) Lehman Brothers Holdings Inc., a Delaware corporation.
(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per
share ("Common Stock")
(e) CUSIP NUMBER: 028913-10-1
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13-2(b), CHECK WHETHER THE PERSON FILING IS A: Not Applicable
Item 4. OWNERSHIP:
See responses to Items 5, 6, 7, 8, 9, and 11 of the Cover Pages.
Note that shares of the Issuer's Common Stock are obtainable upon
conversion of convertible bonds held by LB/HRC Bond Investors LLC
and LB/HRC Bond Investors II LLC.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
See Exhibit A.
Item 9. NOTICES OF DISSOLUTION OF GROUP:
Not Applicable
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having the
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 12, 2002
LB/HRC Bond Investors LLC
By: /s/ Barrett DiPaolo
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Name: Barrett DiPaolo
Title: Authorized Signatory
LB/HRC Bond Investors II LLC
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
LB Bond Investors LLC
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
LB Bond Investors II LLC
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
PAMI LLC
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Property Asset Management Inc.
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Lehman ALI Inc.
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Lehman Brothers Holdings Inc.
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Vice President
Exhibit A
IDENTIFICATION OF MEMBERS OF THE GROUP
LB/HRC Bond Investors LLC
LB/HRC Bond Investors II LLC
LB Bond Investors LLC
LB Bond Investors II LLC
PAMI, LLC
Property Asset Management Inc.
Lehman ALI Inc.
Lehman Brothers Holding Inc.
HRC Bond Investors LLC
Daniel R. Baty, a U.S. citizen
William E. Colson, a U.S. citizen
Norman L. Brenden, a U.S. citizen
Patrick F. Kennedy, a U.S. citizen
Thilo D. Best, a U.S. citizen
Holiday Retirement Corp., an Oregon corporation
The above entities (the "Entities") may be deemed to be a group pursuant to
Rule 13d-5, although such status as a group is disclaimed by the Filing
Persons.
LB Bond Investors LLC has a 90% membership interest in LB/HRC Bond
Investors LLC, is its managing member, and has the exclusive right to make
all investment decisions on its behalf. The remaining 10% membership
interest is held by HRC Bond Investors LLC.
LB Bond Investors II LLC has a 90% membership interest in LB/HRC Bond
Investors II LLC, is its managing member, and has the exclusive right to
make all investment decisions on its behalf. The remaining 10% membership
interest is held by HRC Bond Investors LLC.
Both LB Bond Investors LLC and LB Bond Investors II LLC are wholly owned by
PAMI LLC.
PAMI LLC is wholly owned by Property Asset Management Inc.; Property Asset
Management Inc. is 99.75% owned by Lehman ALI Inc., and Lehman ALI Inc. is
wholly owned by Lehman Brothers Holdings Inc., a publicly held corporation.
Lehman Brothers Inc., which had been identified in the Original 13G as an
entity that may be deemed to be a member of the group, has been determined
by the Filing Persons not to be a beneficial owner of shares of Common
Stock of the Issuer, and not to be a member of any deemed group.
To the best of the Filing Persons' knowledge, the control of HRC Bond
Investors is as follows: Daniel R. Baty has a 50% membership interest in
HRC Bond Investors LLC, is the managing member, and has the exclusive right
to make all investment decisions on its behalf. The remaining membership
interests in HRC Bond Investors LLC are held as follows: William E. Colson
(5%); Norman L. Brenden (5%); Patrick F. Kennedy (2.5%); Thilo D. Best
(4%); and Holiday Retirement Corp. (33.5%). More detail regarding the HRC
Investors can be found in a Schedule 13G filing by such persons made on
January 23, 2001, and in any subsequent amendments filed by such persons.
To the best of the Filing Persons' knowledge, in addition to any beneficial
ownership interest that the HRC Investors, or any of them, may have in the
ACR Bonds (and the shares of Common Stock obtainable upon conversion
thereof) owned of record by LB/HRC Bond Investors LLC and LB/HRC Bond
Investors II LLC, the members of the HRC Investors are beneficial owners of
shares of Common Stock of the Issuer as follows: Daniel R. Baty, 2000
shares; William E. Colson, 214,500 shares, and Holiday Retirement Corp.,
271,100 shares. More detail as to ownership of securities of the Issuer by
the HRC Investors can be found in a Schedule 13G filing by such persons
made on January 23, 2001, and in any subsequent amendments filed by such
persons.
In the event that the Entities were deemed to be a group pursuant to Rule
13d-5 (such status is disclaimed by the Filing Persons), upon conversion of
all of the ACR Bonds held by LB/HRC Bond Investors LLC and LB/HRC Bond
Investors II LLC, the Entities would collectively own 1,407,767 shares of
Common Stock, constituting 7.7% of the Common Stock.
EXHIBIT B - JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G/A
filed herewith (and any amendments thereto) is being filed jointly with the
Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, on behalf of each such person.
Dated: February 12, 2002
LB/HRC Bond Investors LLC
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
LB/HRC Bond Investors II LLC
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
LB Bond Investors LLC
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
LB Bond Investors II LLC
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
PAMI LLC
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Property Asset Management Inc.
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Lehman ALI Inc.
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Lehman Brothers Holdings Inc.
By: /s/ Barrett DiPaolo
--------------------------------------
Name: Barrett DiPaolo
Title: Vice President